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Strategies & Market Trends : Dino's Bar & Grill -- Ignore unavailable to you. Want to Upgrade?

To: Goose94 who wrote (100301)	12/21/2020 9:31:05 AM
From: Goose94	Read Replies (1) \| Respond to of 202936

Golden Leaf Holdings (GLH-Cse) Non-brokered PP Of Up To Cdn$3 Million Dec 21, '20 - NR Golden Leaf Holdings Ltd. has proposed a non-brokered private placement of up to 100 million units priced at three cents per unit for aggregate gross proceeds of up to $3-million. Each unit will comprise one common share of the company and one full common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share at an exercise price of six cents for a period of 24 months from the date of issuance thereof. The proceeds of the offering will be used by the company for general corporate purposes and for retail store acquisitions. The financing is expected to close within two weeks. Insiders of the company are expected to participate in the financing for an aggregate amount of up to approximately$500,000. Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the financing constitutes a related party transaction to the extent that insiders of the company subscribe for units. The company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101, specifically: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the common shares are not listed on a market specified in MI 61-101, and (ii) the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61- 101, as the fair market value of the units being issued to insiders will not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101). A material change report is not expected to be filed by the company 21 days before the closing of the financing as the details of the financing and insider participation are only now being determined and the company is seeking to close the financing expeditiously. In the view of the company, this was reasonable in the circumstances because the company wishes to complete the financing as soon as possible. The financing was approved by all of the independent directors of the company. Units issued in connection with the financing to persons subject to Canadian securities laws will be subject to a statutory hold period of four months plus one day from the applicable closing date and units issued in connection with the financing to persons subject to United States securities laws will be subject to a hold periods under such laws. About Golden Leaf Holdings Ltd. Golden Leaf Holdings is a premiere consumer-driven cannabis company specializing in production, processing, wholesale, distribution and retail, with seven dispensaries in Portland, Ore. The company is committed to developing a dynamic portfolio built around the recognized brands of Chalice Farms, with a focus on health and wellness. Markets served include Oregon, California, Nevada and Washington. Investor Relations: John Varghese Executive Chairman Golden Leaf Holdings Ltd. 971-371-2685 ir@goldenleafholdings.com